AMC Entertainment Holdings, Inc. (NYSE: AMC) (“AMC” or “the
Company”) announced today that it is commencing private exchange
offers (the “Exchange Offers”) and related consent solicitations
(the “Consent Solicitations”) with respect to its outstanding notes
listed in the table below (collectively, the “Existing Subordinated
Notes”).
Pursuant to the Exchange Offers, AMC is offering to issue, in a
private offering to eligible noteholders, new 12% Cash/PIK Second
Lien Secured Notes due 2026 (the “New Notes”) in exchange for the
Existing Subordinated Notes. The aggregate maximum principal amount
of New Notes to be issued in the Exchange Offers is limited to $640
million (the “New Notes Cap”). Notwithstanding the foregoing, if
the consents from holders of a majority of each series of Existing
Subordinated Notes are obtained in each of the Consent
Solicitations, then the aggregate principal amount of New Notes to
be issued in the Exchange Offers will not be subject to the New
Notes Cap and any and all Existing Subordinated Notes validly
tendered (and not validly withdrawn) will be accepted for exchange.
The New Notes will be fully and unconditionally guaranteed on a
joint and several basis by each of AMC’s subsidiaries that
guarantee its obligations under AMC’s senior credit facilities (the
“Senior Credit Facilities”) and will be secured by a
second-priority lien on substantially all of the tangible and
intangible assets owned by AMC and the guarantor subsidiaries that
secure obligations under the Senior Credit Facilities (the
“Collateral”). In the event that consents from holders of a
majority of each series of Existing Subordinated Notes are received
in each of the Consent Solicitations, the New Notes will be
subordinated in right of payment to all indebtedness of AMC that is
secured by a first-priority lien on the Collateral.
The following table set forth certain terms of the Exchange
Offers:
Principal Amount of New
Notes(1)
CUSIP Number or Common Code/ISIN of
Existing Subordinated Notes
Title of Existing Subordinated Notes
Principal Amount of Existing Subordinated
Notes Outstanding
Early Exchange Consideration if Tendered
prior to the Early Deadline(2)
Exchange Consideration if Tendered after
the Early Deadline
151289060/ XS1512809606
6.375% Senior Subordinated Notes due
2024
£500,000,000
$655.72 principal amount of New Notes
(equivalent to $531.25 principal amount of New Notes per $1,000
U.S. dollar equivalent of 2024 Subordinated Sterling Notes based on
an exchange rate of May 29, 2020 of £1.00 = $1.2343).
$631.04 principal amount of New Notes
(equivalent to $511.25 principal amount of New Notes per $1,000
U.S. dollar equivalent of 2024 Subordinated Sterling Notes based on
an exchange rate of May 29, 2020 of £1.00 = $1.2343).
00165A AH1 / US00165AAH14
5.75% Senior Subordinated Notes Due
2025
$600,000,000
$521.25 principal amount of New Notes.
$501.25 principal amount of New Notes.
00165C AB0 /
US00165CAB00
5.875% Senior Subordinated Notes Due
2026
$595,000,000
$513.75 principal amount of New Notes.
$493.75 principal amount of New Notes.
00165C AD6 /
US00165CAD65
6.125% Senior Subordinated Notes Due
2027
$475,000,000
$513.75 principal amount of New Notes.
$493.75 principal amount of New Notes.
(1) For each $1,000 or £1,000 principal amount of Existing
Subordinated Notes, as applicable.
(2) Includes the Early Participation Premium (as defined herein)
of $20 principal amount of New Notes for each $1,000 principal
amount of Existing Subordinated Notes (or in the case of the 6.375%
Senior Subordinated Notes due 2024 (the "2024 Subordinated Sterling
Notes"), $24.68 for each £1,000 principal amount of 2024
Subordinated Sterling Notes) validly tendered and not validly
withdrawn prior to the Early Deadline (as defined herein). Any
eligible holder who validly tenders after the Early Deadline but
prior to the applicable Expiration Time (as defined herein) will
only be entitled to receive the Exchange Consideration in exchange
for the Existing Subordinated Notes accepted in the Exchange Offers
and will not receive the Early Participation Premium.
The Exchange Offers and Consent Solicitations are being made
upon the terms and conditions set forth in the Confidential
Offering Memorandum dated June 3, 2020 (the “Offering Memorandum”),
copies of which will be made available to holders of the Existing
Subordinated Notes eligible to participate in the Exchange Offers.
Each Exchange Offer and Consent Solicitation will expire at 11:59
p.m., New York City time, on June 30, 2020, unless such date is
extended or earlier terminated (such date and time, as they may be
extended, the “Expiration Time”). Eligible holders that validly
tender their Existing Subordinated Notes and do not validly
withdraw such Existing Subordinated Notes at or prior to 5:00 p.m.,
New York City time, on June 16, 2020 (such date and time, as it may
be extended, the “Early Deadline”) will receive the Early Exchange
Consideration for the applicable Existing Subordinated Notes
accepted in the Exchange Offers. “Early Exchange Consideration”
means, for each $1,000 or £1,000 principal amount of Existing
Subordinated Notes validly tendered by the eligible holder and
accepted by AMC, the consideration set forth in the table above
under the heading “Early Exchange Consideration if Tendered prior
to the Early Deadline” (which includes the “Early Participation
Premium,” which is $20 in principal amount of New Notes (or in the
case of the 2024 Subordinated Sterling Notes, $24.68 principal
amount of New Notes)). Eligible holders who validly tender Existing
Subordinated Notes after the Early Deadline, but prior to the
applicable Expiration Time, will receive the consideration set
forth in the table above under the column heading “Exchange
Consideration if Tendered after the Early Deadline” (the “Exchange
Consideration”). In each case, the consideration received will be
subject to the New Notes Cap and, if applicable, proration, unless
the Proposed Amendments (as defined herein) are adopted for each
series of Existing Subordinated Notes.
AMC intends to file its quarterly report for March 31, 2020 with
the SEC at least two business days prior to the Early Deadline. If
that filing is delayed for any reason AMC will extend the Early
Deadline as necessary to allow for there to be at least two
business days between the filing and the Early Deadline.
In addition to the Early Exchange Consideration or the Exchange
Consideration, as applicable, AMC will pay in cash accrued and
unpaid interest on the Existing Subordinated Notes accepted for
exchange in the Exchange Offers from the applicable latest interest
payment date to, but not including, the applicable Settlement Date
(as defined below).
Tendered Existing Subordinated Notes may not be withdrawn and
consents may not be revoked after 5:00 p.m., New York City time, on
June 16, 2020, except as required by applicable law. AMC reserves
the right to terminate, withdraw, amend or extend the Exchange
Offers and Consent Solicitations, either as a whole or with respect
to one or more series of Existing Subordinated Notes, at any time,
subject to the terms and conditions set forth in the Offering
Memorandum.
Upon the terms and subject to the conditions of the Exchange
Offers, the settlement date for the Exchange Offers will occur
promptly after the Expiration Time (the “Final Settlement Date”)
and is expected to occur on July 2, 2020. AMC may elect, in its
sole discretion, to settle an Exchange Offer for any or all series
of Existing Subordinated Notes and issue the New Notes with respect
to such Existing Subordinated Notes validly tendered (and not
validly withdrawn) at any time after the Early Deadline and at or
prior to the Expiration Time (the “Early Settlement Date” and
together with the Final Settlement Date, the “Settlement Dates”).
Such Early Settlement Date will be determined at AMC’s option and,
if AMC elects to have an Early Settlement Date, AMC expects that it
would occur on or after June 22, 2020, subject to the satisfaction
or waiver by AMC of all the conditions to the Exchange Offers.
AMC’s obligation to accept and exchange the Existing
Subordinated Notes validly tendered pursuant to the Exchange Offers
is subject to customary conditions, as set forth in the Offering
Memorandum, including the consent of Silver Lake Group, L.L.C., as
beneficial owner of a majority of the principal amount of AMC’s
2.95% Senior Convertible Notes due 2024 (the “Convertible Notes”)
issued pursuant to indenture, dated as of September 14, 2018,
between AMC, the guarantors party thereto and U.S. Bank National
Association (the “Convertible Notes Indenture”). Concurrently with
the Exchange Offers, to obtain this consent, we expect to either
(i) enter into an amendment to the Convertible Notes Indenture
pursuant to which the maturity of the Convertible Notes will be
extended to May 1, 2026 and a first-priority lien on the Collateral
will be granted to secure indebtedness thereunder or (ii) exchange
the Convertible Notes for new convertible notes that will have
identical terms to the existing Convertible Notes except for the
maturity extension and the grant of a first-priority lien on the
Collateral described above.
The Exchange Offers and Consent Solicitations are not
conditioned upon the tender of any minimum aggregate principal
amount of the Existing Subordinated Notes or the receipt of
consents relating to the Proposed Amendments in any of the Consent
Solicitations.
Concurrently with the Exchange Offers, AMC is also soliciting
the consents of the eligible holders to amend the indentures
governing the Existing Subordinated Notes (the “Proposed
Amendments”) to eliminate or modify certain of the covenants,
restrictive provisions and events of default and to remove the
existing subsidiary guarantees of the Existing Subordinated Notes.
The consents of eligible holders representing at least a majority
of the aggregate principal amount of each series of the Existing
Subordinated Notes outstanding will be required in order to adopt
the Proposed Amendments to the applicable indenture. Each eligible
holder who validly tenders Existing Subordinated Notes will be
deemed to have delivered consents to the Proposed Amendments for
such series of Existing Subordinated Notes, with respect to the
aggregate principal amount of Existing Subordinated Notes for such
series validly tendered by such eligible holder. Eligible holders
may not deliver consents with respect to the Existing Subordinated
Notes without tendering their Existing Subordinated Notes and may
not tender their Existing Subordinated Notes without delivering
consents with respect to the Existing Subordinated Notes.
This press release is issued pursuant to Rule 135c under the
Securities Act of 1933, as amended (the "Securities Act"). This
press release is neither an offer to sell nor the solicitation of
an offer to buy the New Notes or any other securities and shall not
constitute an offer, solicitation or sale in any jurisdiction in
which, or to any person to whom, such an offer, solicitation or
sale is unlawful. The New Notes have not been, and will not be,
registered under the Securities Act or any state securities laws,
or the securities laws of any other jurisdiction an may not be
offered or sold in the United Stated absent registration or an
applicable exemption from registration requirements. The Exchange
Offers, and the offering of the New Notes, are being made only (1)
to persons reasonably believed to be (A) “qualified institutional
buyers” as defined in Rule 144A under the Securities Act or (B)
institutions where permitted in certain jurisdictions that can
provide certifications and other documentation satisfactory to AMC
that they are “accredited investors” as defined in subparagraphs
(a)(1), (2), (3) or (7) of Rule 501 under the Securities Act, in
each case in a private transaction in reliance upon the exemption
from the registration requirements of the Securities Act provided
by Section 4(a)(2) thereof and (2) outside the United States, to
persons other than “U.S. persons” as defined in Rule 902 under the
Securities Act in offshore transactions in compliance with
Regulation S under the Securities Act.
The Exchange Offers and Consent Solicitations are being made
only pursuant to the Offering Memorandum. The Offering Memorandum
and other documents relating to the Exchange Offers and Consent
Solicitations will be distributed only to eligible holders. The
Exchange Offers are not being made to holders of Existing
Subordinated Notes in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdiction. The New Notes have not
been approved or disapproved by any regulatory authority, nor has
any such authority passed upon the accuracy or adequacy of the
Offering Memorandum. None of AMC, the dealer manager, the
solicitation agent, the exchange agent, the information agent or
any trustee (or its agents) of the Existing Subordinated Notes or
the New Notes makes any recommendation as to whether holders of
Existing Subordinated Notes should participate in the Exchange
Offers or consent to the Proposed Amendments.
Holders who desire a copy of the eligibility letter should
contact Global Bondholder Services Corporation, the information
agent for the Exchange Offers and Consent Solicitations, at (866)
470-4300 (U.S. Toll-free). Banks and brokers should call (212)
430-3774. The eligibility letter may also be found here:
https://gbsc-usa.com/eligibility/amc. Global Bondholder Services
Corporation will provide copies of the Offering Memorandum to
eligible holders.
There are no registration rights associated with the New Notes
and AMC has no intention to offer to exchange the New Notes for
notes registered under the Securities Act or to file a registration
statement with respect to the New Notes.
This press release, the Offering Memorandum and any other
documents or materials relating to the Exchange Offers and Consent
Solicitations may only be communicated to persons in the United
Kingdom in circumstances where Section 21 of the Financial Services
and Markets Act 2000 (the "FSMA") does not apply. Accordingly, this
press release and the Offering Memorandum are only for circulation
to (i) persons who are outside the United Kingdom, (ii) investment
professionals falling within Article 19(5) of the FSMA (Financial
Promotion) Order 2005, as amended (the "Order"), (iii) high net
worth entities, and other persons to whom the communication may
lawfully be communicated, falling within Article 49(2)(a) to (d) of
the Order or (iv) persons to whom an invitation or inducement to
engage in investment activity (within the meaning of Section 21 of
the FSMA) in connection with the communication may otherwise
lawfully be communicated or caused to be communicated (all such
persons together being referred to for purposes of this paragraph
as "relevant persons"). The New Notes will only be available to,
and any invitation, offer or agreement to subscribe, purchase or
otherwise acquire such New Notes will be engaged in only with,
relevant persons. Any person who is not a relevant person should
not act or rely on the Offering Memorandum or any of its contents
and may not participate in the Exchange Offers.
Forward-Looking
Statements
This press release includes “forward-looking statements” within
the meaning of the federal securities laws. In many cases, these
forward-looking statements may be identified by the use of words
such as “will,” “may,” “should,” “believes,” “expects,”
“anticipates,” “estimates,” “intends,” “projects,” “goals,”
“objectives,” “targets,” “predicts,” “plans,” “seeks,” and
variations of these words and similar expressions. Examples of
forward-looking statements include statements we make regarding the
impact of COVID-19, our liquidity and our preliminary financial
results. Any forward-looking statement speaks only as of the date
on which it is made. These forward-looking statements may include,
among other things, statements related to the expected timing of
and future actions with respect to the Exchange Offers and Consent
Solicitations and statements related to AMC’s current expectations
regarding the performance of its business, financial results,
liquidity and capital resources, and the impact to its business and
financial condition of, and measures being taken in response to,
the COVID-19 virus, and are based on information available at the
time the statements are made and/or management’s good faith belief
as of that time with respect to future events, and are subject to
risks, trends, uncertainties and other facts that could cause
actual performance or results to differ materially from those
expressed in or suggested by the forward-looking statements. These
risks, trends, uncertainties and facts include, but are not limited
to, risks related to: the impact of the COVID-19 virus on AMC, the
motion picture exhibition industry, and the economy in general,
including AMC’s response to the COVID-19 virus related to
suspension of operations at theatres, personnel reductions and
other cost-cutting measures and measures to maintain necessary
liquidity and increases in expenses relating to precautionary
measures at AMC’s facilities to protect the health and well-being
of AMC’s customers and employees; the general volatility of the
capital markets and the market price of AMC’s Class A common stock;
motion picture production and performance; AMC’s lack of control
over distributors of films; increased use of alternative film
delivery methods or other forms of entertainment; general and
international economic, political, regulatory and other risks,
including risks related to the United Kingdom’s exit from the
European Union or widespread health emergencies, or other pandemics
or epidemics; risks and uncertainties relating to AMC’s significant
indebtedness, including AMC’s borrowing capacity under its
revolving credit agreement; AMC’s ability to execute cost cutting
and revenue enhancement initiatives as previously disclosed and in
connection with response to COVID-19; limitations on the
availability of capital; AMC’s ability to refinance its
indebtedness on favorable terms; availability of financing upon
favorable terms or at all; risks relating to impairment losses,
including with respect to goodwill and other intangibles, and
theatre and other closure charges; and other factors discussed in
the reports AMC has filed with the SEC. Should one or more of these
risks, trends, uncertainties or facts materialize, or should
underlying assumptions prove incorrect, actual results may vary
materially from those indicated or anticipated by the
forward-looking statements contained herein. Accordingly, you are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date they are made.
Forward-looking statements should not be read as a guarantee of
future performance or results and will not necessarily be accurate
indications of the times at, or by, which such performance or
results will be achieved. For a detailed discussion of risks,
trends and uncertainties facing AMC, see the section entitled “Risk
Factors” in the Offering Memorandum, the section entitled “Risk
Factors” in AMC’s Form 10-K for the year ended December 31, 2019
filed with the SEC, and the risks, trends and uncertainties
identified in its other public filings. AMC does not intend, and
undertakes no duty, to update any information contained herein to
reflect future events or circumstances, except as required by
applicable law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200603005298/en/
INVESTOR RELATIONS: John Merriwether, 866-248-3872
InvestorRelations@amctheatres.com
MEDIA CONTACTS: Ryan Noonan, (913) 213-2183
rnoonan@amctheatres.com
AMC Entertainment (NYSE:AMC)
Historical Stock Chart
From Feb 2024 to Mar 2024
AMC Entertainment (NYSE:AMC)
Historical Stock Chart
From Mar 2023 to Mar 2024